End-User Licence Agreement (EULA)

Introduction

This End-User Licence Agreement (“Agreement”) is between Ciel Healthtech Ltd, a company incorporated in Scotland (No. SC836646), trading as GeneralPractice.AI (“GP.AI”), and the customer identified during online checkout or in an order form (“Customer”).

By clicking “I agree”, completing checkout, creating an account, or by using the Software, the Customer agrees to be bound by this Agreement. If the Customer does not agree, it must not use the Software.

The contract between GP.AI and the Customer comprises:

this Agreement; and
the Privacy Policy: https://www.generalpractice.ai/privacypolicy

PART ONE – SUBSCRIPTION SERVICES

1. Access to the Software

GP.AI grants the Customer a non-exclusive, non-transferable, non-sublicensable licence for authorised users (“Users”) to access and use the GeneralPractice.AI software and related documentation (the “Software”) for the Customer’s internal business purposes during the Term, subject to this Agreement.
The Software is delivered as a hosted service (the “Platform”). GP.AI retains full administrative access to the Platform. Users may access the Software but have no right to receive object or source code or to administer the Platform.
The Customer is responsible for internet access and compatible devices/software as set out in GP.AI documentation.
GP.AI may Update or Upgrade the Services to improve security, performance, or functionality. Some changes may require the Customer to implement changes or upgrade equipment; GP.AI will give reasonable advance notice where feasible.
GP.AI may deprecate end-of-life versions. On at least 60 days’ written notice, GP.AI may remove access to an old version and Upgrade the Customer to a supported version.
GP.AI warrants it has the rights to license the Software and Documentation.
GP.AI is not liable for delays or failures caused by Force Majeure.

2. Conditions of Use

The Customer shall not, and shall ensure Users do not:

transfer any rights to use the Software to another person;
sell, license, rent, lease, or time-share the Software;
make the Software available to non-Users;
create derivative works of the Software or Documentation;
copy features, designs, or graphics, or reverse engineer the Software (including UI and menu hierarchy);
access the Software to build a competing product or if the User is employed by a GP.AI competitor;
use the Software unlawfully;
perform load/stress testing without GP.AI’s prior written consent;
exceed usage limits stated in Documentation or the Customer’s plan.

3. Term and Termination

This Agreement starts on the date the Customer first accepts it or uses the Software and continues until terminated (the “Term”).
Either party may terminate for convenience on 30 days’ written notice.
Either party may terminate with immediate effect for material breach not remedied within 30 days of notice.
On termination: (a) access ceases; (b) fees already paid are non-refundable unless required by law; (c) data return/deletion will follow Clause 16 (Data Processing) and GP.AI’s data retention policy.

4. Fees and Payment

Subscription fees are as displayed at checkout or in the applicable order form and are payable in advance at the selected billing interval (monthly/annual), plus VAT where applicable.
Late payments may be subject to statutory interest and/or suspension of access after notice.
GP.AI may update pricing on renewal; GP.AI will notify the Customer reasonably in advance. If the Customer does not agree, it may cancel before the next renewal.

5. Customer Data & Security

Customer Data (including any User-submitted data) is provided by the Customer; GP.AI is not responsible for its accuracy or completeness.
Customer Data remains the property of the Customer or its licensors. GP.AI claims no ownership.
GP.AI will keep Customer Data confidential under Clause 12.
GP.AI may: (a) observe usage to provide recommendations; (b) generate aggregated and anonymised insights and publish trends, provided no Customer is identified; and (c) use reputable data centres and reasonable security measures (e.g., ISO 27001-aligned providers where feasible).
For GDPR purposes, unless stated otherwise in an order or data sharing addendum, the Customer is the Data Controller and GP.AI is the Data Processor of personal data processed in the Software. Processing will follow Clause 16 and the Privacy Policy.
Account sharing is prohibited unless GP.AI agrees in writing. The Customer must keep credentials secure and use strong, regularly changed passwords; Two-Factor Authentication is recommended where available.
The Customer should follow industry good practice (e.g., Cyber Essentials), including strong passwords, avoiding saving credentials in browsers, and enabling MFA.

6. Acceptable Use Policy

Users must not upload content that is unlawful, infringing, harmful (including malware), obscene, incites violence, or facilitates criminal activity; must not send spam; and must comply with applicable law (including UK law). GP.AI may edit, restrict, or suspend content and/or accounts for serious or repeated breaches, notifying the Customer where practicable and working in good faith to reinstate compliant use.

PART TWO – INTELLECTUAL PROPERTY

7. GP.AI IP

All IP in the Software, Documentation, Platform (excluding Customer Data) and GP.AI Content is owned by GP.AI or its licensors. No rights are granted other than those expressly set out. Systematic copying, scraping, or database extraction is prohibited.

8. Customer IP

Customer Data and any Customer-owned content remains the Customer’s IP (or its licensors’). The Customer grants GP.AI a non-exclusive licence to process Customer Data solely to provide the Services and meet legal obligations.

9. Third-Party IP

Third-party components and services are the property of their respective owners and may be subject to their terms.

PART THREE – WARRANTY, LIABILITY & CONFIDENTIALITY

10. Warranty Disclaimer

Except as expressly stated, the Services are provided “as is” and “as available”. GP.AI disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. GP.AI does not warrant uninterrupted or error-free operation.

11. Limitation of Liability

Neither party is liable for indirect, incidental, special, punitive, or consequential losses (including loss of profits, revenue, data, or business).
Subject to 11.3, each party’s total aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the greater of £1,000 or the fees paid or payable by the Customer to GP.AI in that 12-month period.
Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law.
The Customer remains responsible for its selection and use of the Software and for compliance with clinical, regulatory, and professional obligations. The Software is not a medical device and does not provide medical advice.

12. Confidentiality

Each party must protect the other’s Confidential Information with at least reasonable care, use it only for this Agreement, and disclose it only to personnel/contractors under similar obligations. Exceptions apply for information that is public, already known, independently developed, rightfully received, or required by law (with notice where lawful).

PART FOUR – DATA PROTECTION

16. Data Processing (UK GDPR / DPA 2018)

Roles: Unless otherwise specified, the Customer is Controller and GP.AI is Processor.
Purpose/Instructions: GP.AI will process personal data only on documented instructions from the Customer to provide the Services and as required by law.
Security: GP.AI will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
Sub-processors: GP.AI may engage sub-processors with appropriate written data-processing terms; an up-to-date list may be provided on request. GP.AI remains responsible for sub-processors.
International transfers: GP.AI will not transfer personal data outside the UK/EEA unless lawful transfer mechanisms are in place (e.g., adequacy, SCCs, or UK IDTA).
Assistance: GP.AI will assist the Customer, where the Customer cannot self-serve, with data subject rights, DPIAs, breach notifications, and regulatory enquiries, taking into account the nature of processing.
Breach: GP.AI will notify the Customer without undue delay after becoming aware of a personal data breach.
Audit: On reasonable notice, GP.AI will make available information necessary to demonstrate compliance and allow and contribute to audits by the Customer or its auditor, provided this does not compromise security or confidentiality of other customers.
Return/Deletion: Upon termination or on written request, GP.AI will delete or return personal data within a reasonable period, unless retention is required by law or for legitimate defence of legal claims (in which case data will be protected and retained only for that purpose).
Data Sharing: If parties act as independent controllers for certain datasets, each will comply with GDPR in its own capacity and, where needed, enter a separate data-sharing addendum.

PART FIVE – BRANDING & MISCELLANEOUS

14. Marks

GP.AI trade names, trademarks, and logos must not be removed, obscured, or used without written permission.

15. Miscellaneous

Entire Agreement: This Agreement (and any order/checkout details incorporated by reference) is the entire agreement and supersedes prior terms.
Changes: GP.AI may update this Agreement for legal or operational reasons. Material changes will be notified in-app or by email. Continued use after the effective date constitutes acceptance. If the Customer does not agree, it may terminate with 30 days’ notice before the change takes effect.
Governing Law & Jurisdiction: Scots law governs; the courts of Scotland have exclusive jurisdiction.
Assignment: The Customer may not assign this Agreement without GP.AI’s written consent (not to be unreasonably withheld). GP.AI may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets.
Severability: If any provision is invalid, the remainder remains in effect.
No Waiver: Failure to enforce a right is not a waiver.
Notices: Notices may be given by email to the addresses associated with the Customer account and to GP.AI’s contact published on its website or otherwise notified.

PART SIX – DEFINITIONS

Customer Data: information submitted to or generated within the Software for the Customer, including personal data.
Documentation: user guides or help resources provided by GP.AI.
Force Majeure: events beyond a party’s reasonable control (e.g., acts of God, war, strike, internet backbone failures, cloud provider outages).
Personal Data, Controller, Processor, Processing: as defined in UK GDPR.
Platform: GP.AI’s hosted environment and underlying cloud infrastructure.
Update/Upgrade: bug/security fixes and new versions/features, respectively.
User: an identified individual authorised by the Customer to use the Software.

Acceptance

By selecting “I agree”, completing purchase, creating an account, or using the Software, the Customer confirms that it has read and agrees to this Agreement and has the authority to bind the Customer.